Ew Scripps Co

This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the Proxy Statement. Management is seeking this vote to confirm shareholder support for its compensation philosophy and to maintain alignment between pay and performance. The company’s compensation framework combines base salary, short-term cash incentives tied to operating cash flow and revenue, and long-term incentive awards that include performance-based and time-based restricted share units; recent adjustments included reinstating merit increases and restoring long-term incentives after a 2024 reduction. The Board and Compensation & Talent Management Committee argue that these design features promote retention, align executives’ interests with shareholders, and incentivize achievement of multi-year financial goals (including specific balance-sheet improvement hurdles for certain awards). The say-on-pay vote is advisory and non-binding, but the Board has committed to consider shareholder feedback and has historically viewed support for the program as an endorsement; the Compensation section documents risk-mitigation measures such as recoupment policies, stock ownership guidelines, and capped payouts. Key contextual factors include the company’s controlled-company status (Scripps Family Agreement), recent strategic actions (acquisitions/divestitures and a transformation plan to grow EBITDA), and notable awards to the CEO (including a new employment agreement and performance-based cash award) that may attract shareholder scrutiny. Given the metrics-based structure and the Board’s emphasis on pay-for-performance, the committee recommends a FOR vote while acknowledging the advisory nature of the vote and the Board’s willingness to engage on concerns raised by shareholders.

This proposal asks shareholders to ratify a short-term shareholder rights plan (a “poison pill”) the Board adopted on November 25, 2025 after an unsolicited, non-binding acquisition proposal became public. Management seeks ratification so the Rights Agreement remains effective beyond the Annual Meeting; if shareholders do not ratify, the Rights Agreement will expire at the meeting. The Rights Plan issues one Right per outstanding share and becomes exercisable upon a Distribution Date triggered generally when a person or group acquires beneficial ownership of 10% or more of Class A Common Shares or upon certain tender/exchange offer events, and it contains flip-in and flip-over protections, anti-dilution adjustments, and limited redemption/exchange mechanics. Management frames the Rights Plan as a defensive mechanism to deter coercive or opportunistic transactions and to provide the Board time to solicit, evaluate and negotiate competing proposals that could deliver greater value to all shareholders. From a governance perspective, the Rights Plan can entrench management if misused, but here the Board ties the measure to a specific trigger, includes an expiration date (one year unless ratified), and is submitting the plan for shareholder ratification—steps that mitigate concerns about permanency and lack of shareholder input. The Company’s controlled-company context (Signatories to the Scripps Family Agreement hold a voting majority) and the family’s pledged support for the Board’s slate and certain proposals are material contextual factors that affect how the Rights Plan will operate in practice. The Board recommends a FOR vote, arguing the Rights Plan helps ensure fair process and full value for shareholders in the face of unsolicited approaches while providing the Board time to pursue superior strategic alternatives.